half-yearly report 2015 · company’s corporate and subsidiary company activities 1 allied minds...

T R A N S F O R M I N G U . S . I N V E N T I O N I N T O I N N O V A T I O N

Half-Yearly Report 2015

HALF-YEARLY REPORT FOR THE PERIOD ENDING 30 JUNE 2015

Page 1 of 38

Highlights 3

Interim Management Report 6

Condensed Consolidated Interim Financial Statements

Condensed Consolidated Statement of Comprehensive Loss 21

Condensed Consolidated Statement of Financial Position 22

Condensed Consolidated Statement of Cash Flows 23

Condensed Consolidated Statement of Changes in Equity 24

Notes to the Condensed Consolidated Interim Financial Statements 25

Statement of Directors’ Responsibilities 37

Directors, Secretary and Advisers to Allied Minds 38

Contents


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� Named Peter Dolan, the former Chairman and CEO of Bristol-Myers Squibb, as Chairman of the Board of Directors and welcomed Kevin Sharer, the former Chairman and CEO of Amgen, to the Board; Messrs Dolan and Sharer bring a wealth of experience and expertise to help oversee and guide our growing portfolio of life-science and high-technology companies In addition, we appointed Richard Davis, an Allied Minds’ Director since 2011, and a Partner and Chief Operating Officer at Pegasus Capital Advisors, to serve as our Senior Independent Director

� Launched two new projects: (i) entered into a license agreement with Harvard University through Allied-Bristol Life Sciences, to develop novel therapies for fibrotic and autoimmune diseases, and (ii) created the new subsidiary company BridgeSat, to develop an optical connectivity system for Low Earth Orbit satellites

� Continued strong commercial progress across the subsidiary portfolio, led by:

� Spin Transfer Technologies entering into a co-development contract with a major semiconductor original equipment manufacturer (OEM);

� Federated Wireless receiving the necessary regulatory authority to go to market with its proprietary Spectrum Access System, by virtue of the Federal Communications Commission’s (FCC) unanimous decision to approve the formal Rule & Order governing the dynamic sharing of federal spectrum in the 3 5 GHz band; and

� SciFluor Life Sciences successfully completing a $30 0 million equity financing, and adding Dr William Koster, the former President and CEO of Neurogen Corp and 30-year veteran of Bristol-Myers Squibb, as its Chairman of the Board

� Launched the Allied Minds Fellows Program, an initiative that will enable an elite group of graduate students and post-doctoral researchers from top-tier U S research institutions to assist the Company with technology scouting, diligence, market discovery and investment analysis in support of the Company’s corporate and subsidiary company activities

1 Allied Minds plc is referred to as “Allied Minds” or “the Company”. “The Group” refers to Allied Minds plc and its consolidated subsidiaries.

Disclaimer: This Half-yearly Report may contain forward-looking statements. These statements reflect the Board’s current view, are subject to a number of material known and unknown risks and uncertainties, and could change in the future. Factors that could cause or contribute to such changes include, but are not limited to, general economic climate and trading conditions, as well as specific factors relating to the financial or commercial prospects or performance of the Group’s individual subsidiary companies, and the ability to identify promising new technologies invented by university or Federal laboratory partners.

“Since becoming a public company one year ago, Allied Minds has made solid strategic progress and has delivered on multiple commitments to shareholders. We have created six new subsidiaries, formed a historic joint venture with Bristol-Myers Squibb, attracted $75.2m in third party investment for subsidiary acceleration, and made significant advancements in a number of our key subsidiaries through strategic collaborations, licenses and co-developments. We have had a strong first half of 2015 and have delivered on the most important elements of our plan for the first year post-IPO. Most importantly, Allied Minds is well positioned for the remainder of this year and beyond.”

– Chris Silva, Chief Executive Officer

ALLIED MINDS plc Half-Yearly Report 20151


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Period Highlights � Spin Transfer Technologies executed the first phase of a new, unique partnership

with a major electronics company This joint development agreement, the first phase of an anticipated two phase structure, establishes early stage development cooperation, and anticipates expanded, longer term co-development, manufacturing support, and supply chain commitments Technology development also remains on track for producing demonstrator chips (DM1) in Q4 2015 that will generate commercially relevant data for evaluation by potential partners and customers

� SciFluor successfully raised $30 0 million in a Series A preferred stock financing Further, Dr William Koster joined as the Chairman of the Board Dr Koster previously served as President and Chief Executive Officer of Neurogen Corp , a NASDAQ-listed biotechnology company engaged in neuroscience R&D He also spent 30 years with Bristol-Myers Squibb Co in various roles that included Senior Vice President overseeing worldwide drug discovery research and early clinical development

� Allied-Bristol Life Sciences entered into a license agreement with Harvard University with respect to research and intellectual property developed by Professor Malcolm Whitman, and commenced a project to create novel therapeutics for the treatment of fibrotic and autoimmune diseases

� Federated Wireless announced its support of the Federal Communications Commission’s (FCC) unanimous decision to approve the formal Rule & Order governing the dynamic sharing of federal spectrum in the 3 5 GHz band, thereby ensuring the necessary regulatory authority for Federated Wireless to go to market with its proprietary Spectrum Access System

� Allied Minds established BridgeSat, in collaboration with The Aerospace Corporation, Draper Laboratory, Massachusetts Institute of Technology Assistant Professor Dr Kerri L Cahoy and the graduate student team in the Space, Telecommunications, Astronomy, and Radiation (STAR) Laboratory, to develop an optical connectivity system that aims to increase the speed, security and efficiency of data transmissions from Low Earth Orbit satellites compared to traditional radio frequency solutions

Highlights


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� SiEnergy Systems was awarded a grant for $300,000 through the Massachusetts Clean Energy Center’s AmplifyMass Program The grant is designed to supplement funding provided to recipients of the Advanced Research Projects Agency-Energy (ARPA-E) program, which SiEnergy won last year The company is being recognised for its efforts to develop a hybrid electrochemical system that performs as both a fuel cell and battery

� Optio Labs purchased the assets of Maryland-based security company Oculis Labs, and its CEO, Dr Bill Anderson, joined Optio Labs as Chief Product Officer Oculis Labs develops products that protect data displayed on a computer and mobile device screens from visual eavesdroppers

� Biotectix announced that its AmplicoatTM electro-conductive polymer coating had been licensed by Acutus Medical for use on the their real-time 3D Cardiac Chamber Imaging and Dipole Density Mapping system

� Recorded Group revenue during the first half 2015 of $1 5 million, down from $2 9 million during the same period last year; the decrease primarily reflects slower than expected sales progress at RF Biocidics

� Maintained strong balance sheet, with net cash and investments at 30 June 2015 of $237 million (FY14: $262m), enabling Allied Minds to further invest in forming, developing and commercialising potentially disruptive technologies

Post-period-end Highlights � Allied-Bristol Life Sciences entered into a license agreement with Yale University

with respect to research and intellectual property developed in the laboratory of Dr David Spiegel The proprietary platform, and associated lead molecules known as Antibody-Recruiting Molecules (ARMs), provide a novel approach for the treatment of cancer

� Tinnitus Treatment Solutions (TTS), executed a new, unique partnership with Your Hearing Network This partnership will dramatically expand the reach of TTS by roughly 1,000 hearing healthcare sites

� Percipient’s STRONGARM product was selected by R&D Magazine as a finalist for a 2015 R&D 100 Award in the Software/Services category An R&D 100 Award recognises the 100 most technologically significant products introduced in the past year

Highlights (continued)


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� Optio Labs announced the release of PrivateEye Enterprise 5 0, a major upgrade to its data security and compliance software product that protects computer screens against data leakage and insider threats

� Whitewood Encryption Systems introduced the Entropy EngineTM, a cost-effective, quantum-powered random number generator, which is designed for any application that incorporates cryptography or relies on high-quality random data

HY15 Financial Highlights � Net cash and investments* at 30 June 2015: $237 million (FY14: $262m)

� Revenue: $1 5 million (HY14: $2 9m)

� Net loss: $39 1 million (HY14: $27 2m), of which $30 4 million attributable to Allied Minds (HY14: $21 9m)

* includes excess cash in form of fixed income securities

Highlights (continued)

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SummaryAllied Minds is an innovative U S -focused science and technology development and commercialisation company Allied Minds’ strategy is to build a significant and diversified group of businesses and achieve strong growth over the medium to long term through the maturation of its products over the commercialisation cycle Allied Minds’ business model centralises the support functions at Group level, thereby enabling its businesses to focus efforts primarily on research and development activity whilst achieving operational and financial efficiency

The Board is encouraged by the performance of Allied Minds’ business in the first half of 2015 As detailed in this Half-Yearly Report, a number of Allied Minds’ businesses have continued to make strong progress in their research and product development programmes, and many of Allied Minds’ existing businesses continue to exhibit positive momentum

The Directors continue to be very encouraged by advancements across the Group, in particular the increasingly positive engagement with potential industrial and financial partners to fund and/or develop existing or new technologies

Portfolio ReviewOverviewDuring the first half of 2015, the Group invested $28 1 million of capital into the Company’s businesses and raised an additional $25 2 million from third party investors into the subsidiary businesses Allied Minds currently controls all of its subsidiary businesses and continues to invest in and support its businesses Below is an overview of existing subsidiary companies, the current partner network, highlights for new company formation, key financings completed and other updates as appropriate

Subsidiary Businesses of Allied MindsSubsidiary Year Formed Ownership

InterestOverview

Life Sciences

Allied Bristol Life Sciences, LLC

2014 80 00% Created with Bristol-Myers Squibb to identify and foster research and pre-clinical development of biopharmaceutical innovations, and convert discoveries from university research institutions into therapeutic candidates for clinical development

ABLS I, LLC 2014 80 00% Developing therapeutics for treating prostate cancer based upon a proprietary platform and associated lead molecules known as Antibody-Recruiting Molecules (ARMs)

Interim Management Report

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Subsidiary Year Formed Ownership Interest

Overview

ABLS II, LLC 2014 80 00% Developing therapeutics for treating chronic fibrotic and potentially autoimmune diseases based on an active ingredient in the root of the blue evergreen hydrangea (Dichroa febrifuga)

Biotectix, LLC 2007 64 35% Aiming to enable the next generation of implantable electrostimulation and sensing products through the development of proprietary, high-performance, conducting polymer coatings

Cephalogics, LLC 2006 95 00% Developing a non-invasive, bedside neuroimaging system, which seeks to improve monitoring of patients with neurological injury

CryoXtract Instruments, LLC 2008 93 24% A suite of automated product solutions that seeks to allow the global scientific community to access valuable frozen biosamples without exposing them to damaging freeze/thaw cycles

LuxCath, LLC 2012 98 00% A catheter-based real-time tissue and lesion visualisation technology for potential use during cardiac ablation procedures initially focused on atrial fibrillation ablation

Precision Biopsy, LLC 2008 80 35% A medical device platform utilising tissue spectroscopy, which seeks to distinguish tissue characteristics in real-time and seeks to guide clinicians toward areas of disease for optimum therapy initially focused on prostate cancer

ProGDerm, Inc , d/b/a Novare Pharmaceuticals

2008 90 38% A biologic that aims to represent a natural approach to generate subcutaneous fat to enhance the appearance of skin using the body’s own processes

SciFluor Life Sciences, Inc 2010 69 94% Developing a portfolio of proprietary compounds by harnessing the transformational power of fluorine with a view to optimising drug discovery and accelerating the clinical development of innovative new therapeutics

SoundCure, Inc 2009 84 62% Developed an FDA-cleared consumer medical device for tinnitus therapy offering customised acoustic technology, including the direct-to-patient model of Tinnitus Treatment Solutions

Interim Management Report (continued)

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Subsidiary Year Formed Ownership Interest

Overview

High Technology

Allied Minds Federal Innovations, Inc

2012 100 00% Through a series of public-private partnerships (PPPs) with the US federal government, aims to develop and commercialise the next generation of transformative technologies from US federal research institutions

BridgeSat, Inc 2015 100 00% Developing an optical connectivity system that aims to increase the speed, security and efficiency of data transmissions from Low Earth Orbit satellites compared to traditional radio frequency solutions

Federated Wireless, Inc 2012 90 58% Focused on enabling technologies for the next-generation of wireless communications by seeking to improve supply, demand, and delivery of spectrum for future cellular communications

Foreland Technologies, Inc 2013 100 00% A cyber security platform company which aims to discover, incubate and commercialise emerging technologies

Optio Labs, Inc 2012 81 23% Developer of mobile security technologies for the evolving cyber operating environment

Percipient Networks, LLC 2014 100 00% Developing next-generation security technologies for enterprise network defence

RF Biocidics, Inc 2008 67 14% Developer of equipment that seeks to disinfect food from insects and pathogens through a process that does not use chemicals

Seamless Devices, Inc 2014 79 70% Developer of semiconductor devices using a novel approach to analog signal processing, building upon patented switched-mode signal processing technology and algorithms

SiEnergy Systems, LLC 2007 100 00% Developing thin film low temperature solid oxide fuel cells that seek to bring efficient, and affordable clean energy systems for broad application

Spin Transfer Technologies, Inc

2007 48 40% MRAM computer memory that is being developed with the aspiration of becoming a leading universal memory technology in the $60 billion per annum worldwide computer memory market

Whitewood Encryption Systems, Inc

2014 100 00% Develop the next-generation systems of data encryption that leverage advanced quantum cryptography technologies with the objective of meeting intensifying market demand for secure, computationally efficient, and low-latency encryption


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Partner Network of Allied MindsWe have continued to expand our network of U S academic and national lab partners Dividing the U S into eight zones, we have systematically engaged with the most prominent research institutions in each of these geographic areas, sourcing over 4,000 university and federal lab opportunities from over 70 institutional partners in 2015 to-date, and building one of the largest investor opportunity funnels in the country

A few highlights of our relationship expansion during the period include:

� Allied Minds Federal Innovations (AMFI) has developed a comprehensive umbrella Cooperative Research and Development Agreement (CRADA) with the Los Alamos National Laboratory (LANL) that gives us the same rights as the engagement structure we have with The MITRE Corporation

� BridgeSat optioned two patent filings from MIT as well as signing a cooperative agreement with Draper Labs

� AMFI developed a new relationship with NASA Goddard, specifically for joint testing and IP creation for BridgeSat

� To support our joint enterprise with Bristol-Myers Squibb, Allied Minds forged new relationships with premiere institutions exclusively focused on life sciences research, including Scripps, Gladstone, Wistar, Mount Sinai, and Dana-Farber

� We have undertaken comprehensive reviews of several university partner portfolios, including Purdue University, University of Michigan, University of California (all campuses), and Emory University

In the past few years, there has been a marked increase in interest and commitment of universities to promote spin-out activity, leading to a proliferation of new institutes, centres, and programs to educate and mentor faculty, students, and the broader university ecosystem on topics relating to innovation, entrepreneurship and research translation In response to this trend, we have extended the reach of our engagement, forging partnerships with these new programs For example, members of the Allied Minds investment team serve on the boards of Boston University’s Ignition Awards program, Tufts University’s Entrepreneurial Leadership program, UC Davis Venture Catalyst’s Science Translation and Innovative Research program, New York University’s Technology Acceleration & Commercialization Awards program and Therapeutics Alliance programs, as well as the Coulter Translational Partners’ programs at Columbia University and Emory University/ Georgia Institute of Technology


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Additionally, as university research teams, particularly students, become more actively and directly involved in commercialisation activities, we have launched the Allied Minds Fellows Program, an initiative that will provide scholars in the science, technology, engineering and mathematics (STEM) disciplines with a unique perspective on the business side of science and early-stage technology commercialisation The Allied Minds Fellows are an elite group of PhD and post-doctoral trainees who hail from top-ranking science, engineering, and medical schools across the United States They serve as embedded technology scouts and support diligence of opportunities sourced from their academic and professional networks

To support the momentum of both our university and national lab engagement activities, we closed a key hire in the second quarter, Teresa Fazio, PhD Dr Fazio brings both deep university technology transfer experience and knowledge of the federal innovation infrastructure She was a Technology Licensing Officer at Columbia University’s tech transfer office, served as a Communications Officer in the United States Marine Corps, and is a member of the Truman National Security Project Defense Council Dr Fazio earned her BS in Physics from MIT and a PhD from Columbia University in Applied Physics and Applied Mathematics with a concentration in materials science Her doctoral research focused on building nanoscale devices to monitor single-molecule biological interactions

Current Period Notable DevelopmentsThe following is a list of notable developments during the period:

Spin Transfer Technologies, Inc.Spin Transfer Technologies is developing magneto-resistive RAM computer memory, with the aspiration of becoming a leading universal memory technology in the $60+ billion per annum worldwide computer memory market

Spin Transfer Technologies executed the first phase of a new partnership with a major electronics company This joint development agreement establishes early stage development cooperation, and sets the stage for longer term co-development, manufacturing support, and supply chain commitments

Under the first phase agreement, the partnership provides for exchange of semiconductor wafers and advanced wafer processing to facilitate technology development by both partners The collaboration may be expanded to add product development, manufacturing capacity and logistics, licensing, and other inter-company support

Using funds from last year’s Series A preferred stock financing, Spin Transfer Technologies embarked on an expansion of clean room facilities and procurement of


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processing and analytical equipment that would improve the quality of fabrication steps and reduce turnaround time Construction work on the clean room is largely complete and major new equipment has been installed, with remaining pieces at various stages of being built by the vendor, tested, and delivered

Development of the technology has progressed well, toward the goal of completing a diagnostic memory demonstrator (DM1) Data from this commercially relevant memory chip will be the basis for detailed discussions with and evaluation by potential partners and customers The DM1 circuit design has been completed Fabrication and testing are in process

SciFluor Life Sciences, Inc.SciFluor engages in drug discovery and development using fluorine and is building a portfolio of proprietary fluorinated compounds serving billion dollar markets Fluorine modification of the underlying chemical structure of a drug has been demonstrated to improve potency, selectivity, rates of absorption and metabolic stability in many cases, and approximately 25% of drugs currently marketed or in the pipeline contain fluorine SciFluor’s principal products comprise two lead compounds:

� SF0166, a patented small molecule integrin antagonist wholly owned by SciFluor and intended to treat eye conditions including age-related macular degeneration, diabetic macular edema and retinal vein occlusion, representing an estimated 50 million patients worldwide SF0166 is a topical drug intended to replace drugs requiring injection into the eye

� SF0034, a KCNQ2/3 modulator and a fluorinated derivative of ezogabine, is also patented and is wholly owned by SciFluor SF0034 could eliminate key safety issues associated with ezogabine and serve markets totaling $5 0 billion in aggregate including: epilepsy/seizures; tinnitus; amyotrophic lateral sclerosis (ALS or Lou Gehrig’s disease); and channelopathies (genetic orphan rare diseases)

In April 2015, SciFluor successfully raised $30 0 million in a Series A preferred stock financing For the remainder of 2015, the company expects to advance the pre-clinical research so that SF0166 and SF0034 will be ready to enter Phase I clinical trials It is envisaged that the Phase I trials will cover up to four indications for these two drugs Additionally the company will execute pre-clinical tests on its existing pipeline compounds in respiratory disease, pain therapy, fibrosis, cardiovascular disease, and neurology

SciFluor named William Koster, PhD, a seasoned executive in drug discovery research and early clinical development, as Chairman of the Board Koster previously served


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as President and Chief Executive Officer of Neurogen Corp , a NASDAQ-listed biotechnology company engaged in neuroscience research and development He also spent 30 years with Bristol-Myers Squibb Co in various roles that included Senior Vice President overseeing worldwide drug discovery research and early clinical development through Phase 2a

Federated Wireless, Inc.Federated Wireless, which is developing scalable wireless infrastructure solutions to extend the access of carrier networks, announced its support for the new Report and Order by the U S Federal Communications Commission (FCC) regarding Spectrum Access System (SAS) for the 3550-3700 MHz band (3 5 GHz band) Following this decision, Federated Wireless announced plans for a pilot program with several U S government agencies that aims to standardise and certify the dynamic sharing of 3 5GHz spectrum

Allied-Bristol Life Sciences, LLCAllied-Bristol Life Sciences (ABLS) is a partnership between Allied Minds and Bristol-Myers Squibb Company (BMY) created to identify and foster research and pre-clinical development of biopharmaceutical innovations from leading university research institutions across the U S In June 2015, ABLS entered into a license agreement with Harvard University with respect to research and intellectual property developed in Professor Malcolm Whitman’s lab, and commenced a project to create novel therapeutics for the treatment of fibrotic and autoimmune diseases

Optio Labs, Inc.Optio Labs creates technology products that make mobile devices more secure Optio Labs purchased Maryland-based security company Oculis Labs, and its CEO, Dr Bill Anderson, joined the company as Chief Product Officer Oculis is developer of the award-winning products PrivateEye and Chameleon The acquisition, which includes the security software products, intellectual property and patents, as well as the integration of the development team, will allow Optio Labs to provide comprehensive data security solutions for corporations, government institutions and wireless carriers

BridgeSat, Inc.BridgeSat is developing an optical connectivity system that aims to increase the speed, security and efficiency of data transmissions from Low Earth Orbit (LEO) satellites at a reduced cost compared with traditional radio frequency solutions BridgeSat co-invented this innovation with The Aerospace Corporation as part of a commercialisation collaboration for the federally funded research and development centre’s extensive portfolio of small satellite technologies BridgeSat has partnered with Draper Laboratory,


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and is also collaborating with Massachusetts Institute of Technology Assistant Professor of Aeronautics and Astronautics, Dr Kerri L Cahoy and the graduate student team in the Space, Telecommunications, Astronomy, and Radiation (STAR) Laboratory, to further expand development of its downlink system and provide an alternative downlink mechanism that is faster, more secure, and available at a lower cost to traditional radio-frequency transmissions

RF BiocidicsRF Biocidics (RFB) manufactures equipment and processes that use specialised radio frequency (RF) technology to safely eliminate harmful contaminants from foods The resulting process is an effective, chemical-free and environmentally friendly alternative to conventional steam heat or chemical pasteurisation methods Through June 2015, RFB recorded sales of $0 5 million, as compared with $2 2 million during the same period one year earlier These results were driven primarily by (i) delays in obtaining regulatory approvals for a new generation, higher capacity machine and (ii) delays in product modifications to enable the processing of certain freshly harvested raw materials

Subsequent to the period end, in July 2015, RF Biocidics’ state-of-the-art food safety equipment received long-awaited validation by the Almond Board of California Technical Expert Review Panel (TERP) The TERP decision confirms third-party test results that demonstrates the capabilities of RFB’s chemical-free process in use at Madera-based Ready Roast Nut Company, effectively eliminating pathogens such as Salmonella from almonds, making them safer to eat

The Company believes that the U S food industry must meet the requirements of the U S Food Safety Modernization Act of 2010 (Food Safety Act), which focuses on the prevention of contamination rather than responding to outbreaks The Company believes the increase in regulatory pressure is likely to result in a consumer preference for foods that are chemical-free and not processed by ionising radiation RF technology provides a chemical-free food treatment methodology that proposes to be an economical alternative to existing technologies The Company continues to believe that RFB’s technology will prove to be an attractive means for disinfestation and disinfection of food commodities

Allied Minds Devices, LLCIn April 2015, Allied Minds terminated and dissolved its subsidiary Allied Minds Devices, LLC (AMD) The company was initially formed to develop commercially viable medical device products Allied Minds determined that the two technologies in the development stage did not meet key milestones which were designed to measure technological and commercial progress At the time of dissolution, Allied Minds had invested $1 3 million in AMD, and had an Ownership Adjusted Value (OAV) in the investment of $nil


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Broadcast Routing Fountains, LLCIn April 2015, Allied Minds terminated and dissolved its subsidiary Broadcast Routing Fountains, LLC (BRF) The company was initially formed to develop an internet infrastructure technology that would supplement the border gateway protocol with a view to improving the way networks communicate Allied Minds determined that the technology did not meet key milestones which were designed to measure technological and commercial progress At the time of dissolution, Allied Minds had invested $0 6 million in BRF, and had an Ownership Adjusted Value (OAV) in the investment of $nil

Post-period-end Notable DevelopmentsThe following is a list of important developments which have occurred since the period-end:

Allied-Bristol Life Sciences, LLCIn August 2015, ABLS entered into a license agreement with Yale University with respect to research and intellectual property developed in the laboratory of Dr David Spiegel The proprietary platform, and associated lead molecules known as Antibody-Recruiting Molecules (ARMs), provide a novel approach for the treatment of cancer

Tinnitus Treatment Solutions, Inc.Tinnitus Treatment Solutions (TTS), sister company of SoundCure, executed a new partnership between Your Hearing Network (YHN) This cross-marketing agreement will dramatically expand the reach of TTS by roughly 1000 hearing health care sites YHN is an affiliate of Oticon, one of the largest hearing aid companies in the world

The partnership will have two key aspects to it that leverage both companies expertise In the first part, TTS will offer Oticon tinnitus hearing aids to TTS patients In the second part, Your Hearing Network will offer its patients access to TTS’ tele-audiologists for the provision of all tinnitus care, counselling, education and habituation follow-up through tele-homecare for that patient This allows Oticon through YHN to focus on the amplification aspects and the sale of the hearing aid, and puts all the tinnitus care aspects onto the TTS tinnitus expert This is expected to enable excellent tinnitus care for the patient, and increased patient flow for both parties

OutlookWhile the risks inherent in early-stage businesses are challenges, the Board remains confident that there are significant opportunities to form, fund, manage and build companies to undertake research and product development and commercialise scientific research and innovations emerging from U S universities and U S federal research institutions and laboratories The favourable long-term macro environment, coupled with the Group’s available capital, access to diversified intellectual property assets, and portfolio of maturing subsidiary companies, gives the Directors confidence that the Group remains well placed to achieve its objectives


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Financial Review

Condensed Consolidated Statement of Comprehensive Loss

For the six months ended: 30 June 2015$’000

30 June 2014$’000

Revenue 1,475 2,910Cost of revenue (746) (1,940)Selling, general and administrative expenses (20,684) (18,446)Research and development expenses (19,663) (9,697)Finance income/(cost), net 530 (11)

Loss for the year (39,088) (27,184)Other comprehensive loss, net of tax (12) (4)

Total comprehensive loss (39,100) (27,188)

Revenue was lower by $1 4 million, at $1 5 million for the six months ended 30 June 2015 (HY14: $2 9m), when compared to the same period in the prior year This decrease is primarily attributable to the lower product revenue at RF Biocidics, offset by the grant revenue at SiEnergy from the ARPA-E award Revenues at CryoXtract and SoundCure remained relatively consistent when compared to the same period in the prior year Cost of revenue was lower by $1 2 million, at $0 7 million for the six months ended 30 June 2015 (HY14: $1 9m) as a result of the lower sales in the period, when compared to the same period in the prior year

Selling, general and administrative (SG&A) expenses increased by $2 3 million, to $20 7 million for the six months ended 30 June 2015 (HY14: $18 4m), of which $10 1 million relates to personnel expenses (HY14: $10 6m), $3 4 million to professional services (HY14: $2 6m) and $7 2 million to other SG&A costs (HY14: $5 2m) The increase is attributed to the overall growth of the Group compared to the six months preceding the IPO in 2014, namely by increase in headcount, selling and advertising initiatives, and associated travel costs

Research and development (R&D) expenses increased by $10 0 million, to $19 7 million for the six months ended 30 June 2015 (HY14: $9 7m) The increase is attributed to the overall growth of the Group’s research and development activities, attributed to the ramp up of the operations at Seamless Devices and Whitewood Encryption Systems incorporated in the second half of 2014, and the acceleration of development activities at Federated Wireless, Cephalogics, Precision Biopsy, and Spin Transfer Technologies This increase was reflected by higher R&D headcount, related employee costs and increased external R&D professional services costs


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As a result of the above discussed factors, total comprehensive loss for the year increased by $11 9 million to $39 1 million for the six months ended 30 June 2015 (HY14: $27 2m)

Condensed Consolidated Statement of Financial Position

As of the period ended: 30 June 2015$’000

31 December2014$’000

Non-current assets 99,944 44,039Current assets 181,243 248,991

Total assets 281,187 293,030Non-current liabilities 778 717Current liabilities 9,978 12,499Equity 270,431 279,814

Total liabilities and equity 281,187 293,030

Significant performance-impacting events and business developments reflected in the Company’s financial position at the half year end include:

� Non-current assets increased by $55 9 million, to $99 9 million at 30 June 2015 (FY14: $44 0m), mainly due to the increase of $46 9 million in the balance of excess cash invested in fixed income securities in the form of government agencies and corporate bonds Property and equipment increased by $8 1 million to $24 4 million as of 30 June 2015 (FY14: $16 3m), mainly reflecting capital purchases for the period of approximately $9 5 million, of which $8 2 million at Spin Transfer Technologies, net of depreciation of $1 4 million Intangible assets, net as of 30 June 2015, remained relatively consistent at $3 9 million compared to $3 4 million as of 31 December 2014, increasing mainly due to the asset purchase of Oculis Labs by Optio Labs

� Current assets decreased by $67 8 million, to $181 2 million as of 30 June 2015 (FY14: $249 0m), mainly due to the decrease in cash and cash equivalents of $108 6 million, offset by the increase of $37 3 million in investment of excess cash in the form of fixed income securities with maturities greater than one year Cash and cash equivalents decreased by $108 6 million to $115 5 million at 30 June 2015 from $224 1 million at 31 December 2014 due to investment of excess cash of $84 1 million in fixed income securities, acquisition of property and equipment and intangibles of $10 3 million and operating cash outflows of $39 3 million, offset by $25 2 million proceeds from the financing round at SciFluor in April 2015 and $0 1 million repayment of loan at CryoXtract Trade and other receivables increased by $4 0 million, reflecting the timing of collections of receivables and amortisation of prepayments


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� Non-current liabilities remained relatively consistent at $0 8 million as of 30 June 2015, compared to $0 7 million at 31 December 2014

� Current liabilities decreased by $2 5 million, to $10 0 million at 30 June 2015 (FY14: $12 5m) mainly reflecting the decrease of $2 1 million in bonus accrual at 31 December 2014 that are paid out in January of the current period

� Net equity decreased by $9 4 million, to $270 4 million at 30 June 2015 (FY14: $279 8m) reflecting the net loss for the period of $39 1 million, offset by the new funds into non-controlling interest of $25 2 million from the financing round at SciFluor, $3 2 million charge to other reserve from equity-settled share based payments, and $1 3 million exercise price of stock options exercised in the period

Condensed Consolidated Statement of Cash Flows

For the six months ended: 30 June2015$’000

30 June2014$’000

Net cash outflow from operating activities (39,312) (19,081)Net cash outflow from investing activities (94,401) (1,200)Net cash inflow from financing activities 25,115 144,215

Net (decrease)/increase in cash and cash equivalents (108,598) 123,934Cash and cash equivalents at beginning of period 224,075 104,551

Cash and cash equivalents at end of the period 115,477 228,485

The Group’s net cash outflow from operating activities of $39 3 million in the six months ended 30 June 2015 (HY14: $19 1m) was primarily due to the net operating losses for the year of $39 6 million (HY14: $27 2m), plus increase in working capital and other finance costs of $4 6 million (HY14: decrease of $1 1m), offset by adjustment for non-cash accounting entries such as depreciation, amortisation, and share-based expenses of $4 9 million (HY14: $7 0m)

The Group had a net cash outflow from investing activities of $94 4 million in the six months ended 30 June 2015 (HY14: $1 2m) predominately reflecting the purchase of fixed income securities as discussed above with some of the excess cash raised in the IPO Purchases of property and equipment were higher in the first half of 2015 compared to the same period last year due to capital purchases at Spin Transfer Technologies to support the operations in the newly built ‘clean room’ facility


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The Group’s net cash inflow from financing activities of $25 1 million in the six months ended 30 June 2015 (HY14: $144 2m) largely reflects the net proceeds of $25 2 million from the financing round at SciFluor received in April as compared to significantly larger net inflows from financing as a result of the IPO in June 2014

Total cash and deposits, including the investments in fixed income security, in total reflecting the available funds to the Group for future investments decreased to $237 0 million at 30 June 2015 from $261 5 million at 31 December 2014

The Group’s strategy is to maintain healthy, highly liquid cash balances that are readily available to support the activities of its subsidiaries in terms of supporting working capital, maintaining the level of research and development activities required to achieve the set milestone goals, and acquiring capital equipment where necessary to support those research and development activities To further minimise its exposure to risks, the Group does not maintain any material borrowings or cash balances in foreign currency

Portfolio Overview and ValuationOne of Allied Minds’ key performance metrics (KPIs) is the number of subsidiary businesses within the Group at any point in time The table below sets out the number of subsidiary businesses at the end of the most recent fiscal year and current half year ended 30 June 2015:

30 June2015

31 December 2014

Number of subsidiary businesses at beginning of period 23 17New subsidiary businesses formed 1 6Subsidiary businesses closed 2 0Number of subsidiary businesses at end of period 22 23

The Directors have identified the Group’s progress in ‘graduating’ subsidiaries to the next development level as another KPI for the overall business The table below sets out the number of subsidiary businesses in each of the lifecycle categories at the end of the most recent fiscal year and current half year ended 30 June 2015:

30 June 2015

31 December 2014

Early stage 19 20Commercial stage 3 3Total 22 23


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anagement R

eport


Approximately $313 5 million of capital has been allocated to the Group’s subsidiary businesses, of which $188 4 million was raised and deployed by Allied Minds, $116 9 million is contributed by third party investors directly into the subsidiary companies and $8 2 million has been raised by subsidiaries in the form of loans from banks and federal grants

All of the Company’s subsidiary companies are currently controlled and therefore fully consolidated in the Company’s consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) As a result, the Consolidated Statements of Financial Position incorporated within the Company’s consolidated financial statements do not include current valuations of the Company’s subsidiary companies

At the close of each annual financial period, the Directors approve the value of all subsidiary businesses in the Group which is used to derive the ‘‘Group Subsidiary Ownership Adjusted Value’’ The Group Subsidiary Ownership Adjusted Value was $488 0 million as at 31 December 2014 (which reflects the increase in valuation as a result of the $30 0 million Series A preferred stock financing completed by SciFluor Life Sciences in April 2015) The Directors believe that there has been no significant change in the Group Subsidiary Ownership Adjusted Value since 31 December 2014, and through 30 June 2015

There can be no guarantee that the aforementioned valuation of the Group will be considered to be correct in light of the future performance of the various Group businesses, or that the Group would be able to realise proceeds in the amount of such valuations, or at all, in the event of a sale by it of any of its subsidiaries

Principal Risks and UncertaintiesThe principal risks and uncertainties surrounding the Group businesses are set out in detail in the Risk Management section of the Strategic Report included in the 2014 Annual Report and Accounts Those risks can be summarised as follows:

� The science and technology being developed or commercialised by the Group’s businesses may fail and/or the Group’s business may not be able to develop their intellectual property into commercially viable products or technologies There is also a risk that certain of the subsidiary businesses may fail or not succeed as anticipated, resulting in an impairment of the Group’s value

� The Group expects to continue to incur substantial expenditure in further research and development activities of its businesses There is no guarantee that the Group will become profitable and, even if it does so, it may be unable to sustain profitability


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eport


� If any of the Group’s relationships with US universities and federal government institutions were to break down or be terminated or expire then the Group would lose any rights that it has to act as a private sector partner in the commercialisation of intellectual property being generated by such universities, other research intensive institutions or US federal research institutions

� A majority of the Group’s intellectual property relates to technologies originated in the course of research conducted in, and initially funded by, US universities or other federally-funded research institutions Although the Group has been granted exclusive licences to use this intellectual property there are certain limitations inherent in these licences, for example as required by the Bayh-Dole Act of 1980

� The Group currently has in place cooperative research and development agreements with certain US Department of Defence laboratories and federal funded government institutions Certain regulatory measures apply to these agreements which restrict the export of information and material that may be used for military or intelligence applications by a foreign person

� The Group operates in complex and specialised business domains and requires highly qualified and experienced management to implement its strategy successfully All of the operations of the Group and its subsidiary businesses are located in the United States which is a highly competitive employment market There is a risk that the Group may lose key personnel, or fail to attract or retain new personnel Furthermore, given the relatively small size of the senior management at the corporate level, the Group is reliant on a small number of key individuals

� A large proportion of the overall value of the Group’s businesses may be concentrated in a small proportion of the Group’s businesses If one or more of the intellectual property rights relevant to a valuable business was terminated this would have a material adverse impact on the overall value of the Group’s businesses

� Clinical studies and other tests to assess the commercial viability of the product are typically expensive, complex and time-consuming, and have uncertain outcomes If the Company fails to complete or experiences delays in completing tests for any of its product candidates, it may not be able to obtain regulatory approval or commercialise its product candidates on a timely basis, or at all

A copy of the 2014 Annual Report and Accounts is available on the Company’s website at www.alliedminds.com under “Investors – Reports & Presentations”


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Cond

ensed C

onsolidated

Interim Financial S

tatements


For the six months ended: Note 30 June 2015

(unaudited)$’000

30 June 2014

(unaudited)$’000

Revenue 1,475 2,910

Operating expenses:Cost of revenue (746) (1,940)Selling, general and administrative expenses (20,684) (18,446)Research and development expenses (19,663) (9,697)

Operating loss (39,618) (27,173)Finance income/(cost), net 530 (11)

Loss before tax (39,088) (27,184)Taxation – –

Loss for the period 2 (39,088) (27,184)

Other comprehensive loss:Items that may be reclassified subsequently to profit or loss:

Foreign currency translation differences (12) (4)Other comprehensive loss, net of taxation (12) (4)Total comprehensive loss (39,100) (27,188)

Loss attributable to:Equity holders of the parent (30,443) (21,901)Non-controlling interests 6 (8,645) (5,283)

(39,088) (27,184)

Total comprehensive loss attributable to:Equity holders of the parent (30,455) (21,905)Non-controlling interests (8,645) (5,283)

(39,100) (27,188)

Loss per share $ $Basic 3 (0 14) (0 14)Diluted 3 (0 14) (0 14)

See the accompanying Notes to Condensed Consolidated Interim Financial Statements

Condensed Consolidated Statement of Comprehensive Loss

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Interim Financial S

tatements


As of the period ended: Note 30 June2015

(unaudited)$’000

31 December2014

(audited)$’000

Non-current assetsProperty and equipment 24,405 16,330Intangible assets 3,923 3,409Investment in equity accounted investees 1,560 1,560Other investments 69,072 22,176Other financial assets 583 418Other non-current assets 401 146

Total non-current assets 99,944 44,039

Current assetsCash and cash equivalents 115,477 224,075Other investments 52,465 15,231Inventories 2,492 2,919Trade and other receivables 10,286 6,305Other financial assets 523 461

Total current assets 181,243 248,991

Total assets 281,187 293,030

EquityShare capital 3,423 3,411Share premium 154,762 153,442Merger reserve 185,544 185,544Other reserve 31,956 28,753Translation reserve (73) (61)Accumulated deficit (139,309) (123,186)

Equity attributable to owners of the Company 5 236,303 247,903Non-controlling interests 6 34,128 31,911

Total equity 270,431 279,814

Non-current liabilitiesLoans 227 338Deferred revenue 384 197Other non-current liabilities 167 182

Total non-current liabilities 778 717

Current liabilitiesTrade and other payables 8,912 11,339Deferred revenue 845 947Loans 221 213

Total current liabilities 9,978 12,499

Total liabilities 10,756 13,216

Total equity and liabilities 281,187 293,030


Condensed Consolidated Statement of Financial Position

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Interim Financial S

tatements


For the six months ended: Note 30 June2015

(unaudited)$’000

30 June2014

(unaudited)$’000

Cash flows from operating activities:Net operating loss (39,618) (27,173)Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation 1,386 1,129Amortisation 296 279Share-based compensation expense 4 3,203 5,546Changes in working capital:

Decrease/(increase) in inventory 427 (1,438)(Increase)/decrease in trade and other receivables (3,167) 1,058(Decrease)/increase in trade and other payables (2,427) 2,817Increase/(decrease) in other non-current liabilities 285 (41)Decrease in deferred revenue (216) (1,247)

Interest received 553 113Interest paid (22) (124)Other finance cost (12) –

Net cash used in operating activities (39,312) (19,081)

Cash flows from investing activities:Purchases of property and equipment, net of disposals (9,461) 457Purchases of intangible assets, net of disposals (810) (135)Purchases of investment in equity accounted investees – (1,522)Purchases of other investments (84,130) –

Net cash used in investing activities (94,401) (1,200)

Cash flows from financing activities:Proceeds from exercise of stock options 37 10,550Repayment of notes payable (104) (525)Proceeds from issuance of share capital – 131,849Proceeds from issuance of share capital in subsidiaries 6 25,182 2,341

Net cash provided by financing activities 25,115 144,215

Net (decrease)/increase in cash and cash equivalents (108,598) 123,934Cash and cash equivalents at beginning of period 224,075 104,551

Cash and cash equivalents at end of period 115,477 228,485


Condensed Consolidated Statement of Cash Flows


Page 24 of 38

Cond

ensed C

onsolidated

Interim Financial S

tatements

Condensed Consolidated Statement of Changes in EquityShare Capital

Sharepremium

$’000

Mergerreserve

$’000

Otherreserve

$’000

Translationreserve

$’000

Accumulateddeficit$’000

Totalparentequity$’000

Non-controlling

interests$’000

Totalequity$’000

Note Shares Amount$’000

Balance at 31 December 2013 157,463,790 2,445 – 185,544 19,814 98 (90,648) 117,253 2,606 119,859Total comprehensive loss for the period

Loss from continuing operations – – – – – – (21,901) (21,901) (5,283) (27,184)Foreign currency translation – – – – – (4) – (4) – (4)

Total comprehensive loss for the period (4) (21,901) (21,905) (5,283) (27,188)Issuance of ordinary shares 44,373,211 754 131,095 – – – – 131,849 – 131,849New funds into non-controlling interest – – – – – – – – 2,341 2,341Gain/(loss) arising from change in non-controlling interest – – – – – – 983 983 (983) –Exercise of stock options 7,662,424 130 10,420 – – – – 10,550 – 10,550Equity-settled share based payments – – – – 5,546 – – 5,546 – 5,546Balance at 30 June 2014 (unaudited) 209,499,425 3,329 141,515 185,544 25,360 94 (111,566) 244,276 (1,319) 242,957

Balance at 31 December 2013 (audited) 157,463,790 2,445 – 185,544 19,814 98 (90,648) 117,253 2,606 119,859Total comprehensive loss for the period

Loss from continuing operations – – – – – – (45,478) (45,478) (12,228) (57,706)Foreign currency translation – – – – – (159) – (159) – (159)

Total comprehensive loss for the period (159) (45,478) (45,637) (12,228) (57,865)Issuance of ordinary shares 48,164,365 818 142,243 – – – – 143,061 – 143,061New funds into non-controlling interest – – – – – – – – 54,473 54,473Gain/(loss) arising from change in non-controlling interest – – – – – – 12,940 12,940 (12,940) –Exercise of stock options 8,817,424 148 11,199 – – – – 11,347 – 11,347Equity-settled share based payments – – – – 8,939 – – 8,939 – 8,939Balance at 31 December 2014 (audited) 214,445,579 3,411 153,442 185,544 28,753 (61) (123,186) 247,903 31,911 279,814

Total comprehensive loss for the periodLoss from continuing operations – – – – – – (30,443) (30,443) (8,645) (39,088)Foreign currency translation – – – – – (12) – (12) – (12)

Total comprehensive loss for the period (12) (30,443) (30,455) (8,645) (39,100)New funds into non-controlling interest 6 – – – – – – – – 25,182 25,182Gain/(loss) arising from change in non-controlling interest 6 – – – – – – 14,320 14,320 (14,320) –Exercise of stock options 4,5 758,150 12 1,320 – – – – 1,332 – 1,332Equity-settled share based payments 4 – – – – 3,203 – – 3,203 – 3,203Balance at 30 June 2015 (unaudited) 215,203,729 3,423 154,762 185,544 31,956 (73) (139,309) 236,303 34,128 270,431


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Notes


1. General informationa) Reporting entityAllied Minds Group comprises of Allied Minds plc and its subsidiaries (“Allied Minds”, the “Group” or the “Company”) The Company is publicly listed on the Main Market of the London Stock Exchange (“LSE”) Allied Minds plc is engaged in the development of various technologies for commercial applications As of 30 June 2015, Allied Minds had 24 active subsidiaries to which the Company provided funding, comprising 22 operating businesses The subsidiaries have entered into agreements with universities, scientists, and U S federal research institutions to develop and commercialise products In exchange for licenses, time, and expertise already provided, the universities and/or scientists received an equity ownership in the subsidiaries The cash contributed by Allied Minds is used to fund additional research and to create a management structure and operations Allied Minds dissolved two subsidiaries in the first half of 2015 to which funding had previously been provided, and no subsidiaries in the year ended 31 December 2014

b) Basis of preparationThese interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting They do not include all the information required for a complete set of IFRS financial statements However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial information included in the annual report and accounts as at and for the year ended 31 December 2014

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control and continue to be consolidated until the date when such control ceases The financial information of the subsidiaries is prepared for the same reporting period as the parent Company, using consistent accounting policies All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full

Investments in associates are carried at cost less impairment unless it is demonstrated that the group exercises significant influence over the entity and then it is equity accounted

Non-controlling interests (‘‘NCI’’) are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions

This financial information presented in these half-yearly results has been prepared under the historical cost convention The reporting currency adopted by Allied Minds is U S dollar (‘$’) as this is the functional currency of the entities in the Group In preparing these interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense Actual results may differ from these estimates

Notes to the Condensed Consolidated Interim Financial Statements

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Notes


1. General information (continued)The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial information included in the Group annual report and accounts as at and for the year ended 31 December 2014

The Company has prepared trading and cash flow forecasts for the Group covering the period to 31 December 2016 After making enquiries and considering the impact of risks and opportunities on expected cash flows, the Directors have a reasonable expectation that the Group has adequate cash to continue in operational existence for the foreseeable future For this reason, they have adopted the going concern basis in preparing the half-yearly results

The financial information contained in this half-yearly report does not constitute full statutory accounts as defined in section 434 of the Companies Act 2006 The condensed consolidated financial statements are neither audited nor reviewed and the results for the six months ended 30 June 2015 are not necessarily indicative of results for future operating periods

Certain financial information has been extracted from the annual report and accounts as at and for the period ended 31 December 2014 and has been included for comparative purposes in this Half-Yearly Report

These interim financial statements are unaudited and were approved by the Board of Directors and authorised for issue on 27 August 2015 and are available on the Company’s website at www.alliedminds.com under “Investors - Reports and Presentations”

c) Accounting policiesThe accounting policies applied by the Group in these half-yearly results are the same as those which formed the basis of the 2014 Annual Report and Accounts No new standards that have become effective in the period have had a material effect on the Group’s financial statements

2. Operating segmentsa) Information about reportable segmentsFor management purposes, the Group’s principal operations are currently organised in two reportable segments:

(i) Early stage companies – subsidiary businesses that are in the early stage of their lifecycle characterised by incubation, research and development activities; and

(ii) Commercial stage companies – subsidiary businesses that have substantially completed their research and development activities and that have developed one or more products that are actively marketed

Notes to the Condensed Consolidated Interim Financial Statements (continued)

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Notes


2. Operating segments (continued)Due to their size and nature, Spin Transfer Technologies, Inc (or ‘‘STT’’, an early stage company) and RF Biocidics, Inc (or ‘‘RFB’’, a commercial stage company) are not aggregated and presented as two additional separate reportable segments The Group’s principal operations are therefore presented as four reportable segments being early stage company – STT, early stage companies – other, commercial stage company – RFB, and commercial stage companies – other Other operations include the management function of the head office at the parent level of Allied Minds

The Group’s chief operating decision maker (“CODM”) reviews internal management reports on these operating segments at least quarterly in order to make decisions about resources to be allocated to the segment and to assess its performance

The following provides detailed information of the Group’s reportable segments:

For the six months ended: 30 June 2015(unaudited)

Early stage CommercialOther

operations Consolidated

STT$’000

Other$’000

RFB $’000

Other $’000 $’000 $’000

Statement of Comprehensive Loss

Revenue – 600 464 411 – 1,475

Cost of revenue – (2) (583) (161) – (746)

Selling, general and administrative expenses (3,172) (5,518) (2,276) (2,329) (7,389) (20,684)

Research and development expenses (4,973) (13,963) (141) (586) – (19,663)

Finance income/(cost), net 13 – – (22) 539 530

Loss for the year (8,132) (18,883) (2,536) (2,687) (6,850) (39,088)

Other comprehensive income – – (27) – 15 (12)

Total comprehensive loss (8,132) (18,883) (2,563) (2,687) (6,835) (39,100)

Total comprehensive loss attributable to:

Equity holders of the parent (3,874) (16,011) (1,431) (2,304) (6,835) (30,455)

Non–controlling interests (4,258) (2,872) (1,132) (383) – (8,645)



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Notes


2. Operating segments (continued)For the six months ended: 30 June 2014

(unaudited)


operations Consolidated

STT$’000

Other$’000

RFB $’000

Other $’000 $’000 $’000

Statement of Comprehensive Loss

Revenue – 250 2,194 466 – 2,910

Cost of revenue – – (1,753) (187) – (1,940)

Selling, general and administrativeexpenses (2,457) (2,587) (2,769) (1,854) (8,779) (18,446)

Research and development expenses (3,372) (5,703) (87) (535) – (9,697)

Finance income/(cost), net (94) – – (27) 110 (11)

Loss for the year (5,923) (8,040) (2,415) (2,137) (8,669) (27,184)

Other comprehensive income – – (12) – 8 (4)


Total comprehensive loss attributable to:

Equity holders of the parent (3,217) (6,799) (1,408) (1,820) (8,661) (21,905)

Non–controlling interests (2,706) (1,241) (1,019) (317) – (5,283)


As of the period ended: 30 June 2015(unaudited)


operations ConsolidatedSTT

$’000Other$’000

RFB $’000

Other $’000 $’000 $’000

Statement of Financial PositionTotal assets 74,403 50,919 10,210 2,660 142,995 281,187Total liabilities (2,141) (4,448) (1,087) (991) (2,089) (10,756)

Net assets 72,262 46,471 9,123 1,669 140,906 270,431

As of the period ended: 31 December 2014(audited)


operations ConsolidatedSTT

$’000Other$’000

RFB $’000

Other $’000 $’000 $’000

Statement of Financial PositionTotal assets 83,104 19,903 11,435 2,922 175,666 293,030

Total liabilities (3,453) (3,036) (2,888) (1,030) (2,809) (13,216)

Net assets 79,651 16,867 8,547 1,892 172,857 279,814


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Notes


2. Operating segments (continued)b) Portfolio valuationAt the close of each annual financial period, the Directors approve the value of all subsidiary businesses in the Group, which is used to derive the ‘‘Group Subsidiary Ownership Adjusted Value’’ This Group Subsidiary Ownership Adjusted Value is a sum-of-the-parts (‘‘SOTP’’) valuation of all the subsidiaries that make up the Group

Ownership adjusted value represents Allied Minds’ interest in the equity value of each subsidiary: = (Business Enterprise Value – Long Term Debt + Cash) x Allied Minds’ percentage ownership plus the value of debt provided by Allied Minds plc to each subsidiary business Allied Minds commits post-seed funding to its subsidiaries in the form of loans Further details about the Group valuation methodology are disclosed in 2014 Annual Report and Accounts

The Group Subsidiary Ownership Adjusted Value (‘‘GSOAV’’) was $488 0 million as at 31 December 2014 The Directors believe there has been no significant change in the Group Subsidiary Ownership Adjusted Value since 31 December 2014 and through 30 June 2015

There can be no guarantee that the aforementioned valuation of the Group will be considered to be correct in light of the future performance of the various Group businesses, or that the Group would be able to realise proceeds in the amount of such valuations, or at all, in the event of a sale by it of any of its subsidiaries Whilst the Board considers the methodologies and assumptions adopted in the valuation are supportable, reasonable and robust, because of the inherent uncertainty of valuations, those estimated values may differ significantly from the values that would have been used had a ready market for the investment existed and the differences could be significant

In addition to the Group Subsidiary Ownership Adjusted Value, the Directors believe that Allied Minds’ established partner network and significant pipeline of future opportunities to form and develop new subsidiary companies will enable it to create and realise further value for Shareholders The Directors believe that Allied Minds has created significant brand value and name recognition providing access to new deal opportunities and potential partners for its subsidiaries, together with a suite of operational standards, processes and know-how that enable the Group to apply its business model and create shareholder value in a capital efficient manner


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Notes


3. Earnings per shareThe calculation of basic and diluted earnings per share has been calculated by dividing the loss for the period attributable to ordinary shareholders of $30 4 million (HY14: $21 9m), by the weighted average number of ordinary shares outstanding of 214,495,830 (HY14: 159,192,293) during the six-month period ended 30 June 2015:

Loss attributable to ordinary shareholders:For the six months ended: 30 June 2015

(unaudited)30 June 2014(unaudited)

Basic$’000

Diluted$’000

Basic$’000

Diluted$’000

Loss for the year attributed to the owners of the Company (30,443) (30,443) (21,901) (21,901)

Loss for the year attributed to the ordinary shareholders (30,443) (30,443) (21,901) (21,901)

Weighted average number of ordinary shares:For the six months ended: 30 June 2015


Basic$’000

Diluted$’000

Basic$’000

Diluted$’000

Issued ordinary shares on 1 January 214,445,579 214,445,579 157,463,790 157,463,790

Effect of share capital issued – – 1,265,389 1,265,389

Effect of share options exercised 50,251 50,251 463,114 463,114

Weighted average ordinary shares 214,495,830 214,495,830 159,192,293 159,192,293

Loss per share:For the six months ended: 30 June 2015


Basic$

Diluted$

Basic$

Diluted$

Loss per share (0 14) (0 14) (0 14) (0 14)

The Group has only one class of potentially dilutive ordinary shares These are contingently issuable shares arising under the UK Long Term Incentive Plan (“LTIP”) Based upon information available at the end of the reporting period, no portion of the awards under the LTIP has vested Consequently, there are no potentially dilutive shares outstanding at the period end


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Notes


4. Share-based paymentsThe share-based payments expense for the period was $3 2 million (HY14: $5 5m) comprising charges related to the LTIP and the other subsidiary plans The primary changes affecting the half year period were related to the following:

a) UK Long Term Incentive PlanOn 19 June 2014, Allied Minds plc established the UK Long Term Incentive Plan Under the LTIP, awards over ordinary shares may be made to employees, officers and Directors of, and other individuals providing services to the Company and its subsidiaries Awards may be granted in the form of share options, share appreciation rights, restricted or unrestricted share awards, performance share awards, restricted share units, phantom-share awards and other share-based awards Awards were made under the LTIP upon the Company’s admission to the LSE in respect of a total of 4,618,842 ordinary shares It is intended that awards will normally vest only after a minimum period of three years from the date of grant Vesting will normally be subject to the achievement of performance conditions and continued services of the participant In respect of the initial awards which have been made conditionally on Admission, vesting is dependent upon performance metrics as follows:

� 60 per cent of each award will be subject to performance conditions based on the Company’s total shareholder return (“TSR”) performance over a three year period; and

� 40 per cent of each award will be subject to performance conditions based on a basket of shareholder value metrics (“SVM”), including but not limited to: (i) the increase in quality of pipeline intellectual property reviewed; (ii) the increase in quality of the partnership pipeline; and (iii) subsidiary level performance (assessed by reference to such matters as external funding raised, corporate collaborations, product co- development and proof of principal commercial pilots and revenues) Performance will be assessed on these measures on a scorecard basis over a three year period

In respect of the initial awards, at the end of the three year period, performance against the relevant measures will be calculated to determine the number of ordinary shares which have satisfied the vesting criteria and 50 per cent of the award will then vest at that time The remaining 50 per cent will vest in two equal tranches in years 4 and 5 subject to the relevant participant still being employed within (or being a director of a company within) the Group at the relevant vesting date (or being an earlier good leaver as described further in the LTIP)

Subsequently, annual awards are made under the LTIP that vest 100 per cent after the three year measurements period for both the TSR and SVM performance conditions


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Notes


4. Share-based payments (continued)A summary of stock option activity under the UK LTIP for the six months ended 30 June 2015 and 2014, respectively, is shown below:


30 June 2014(unaudited)

TSR SVM TSR SVM

Number of shares granted at maximum (‘000) 170 280 2,771 1,848

Weighted average fair value (£) 7 01 5 99 1 14 1 90

Fair value measurement basis Monte Carlo Market Value Monte Carlo Market Value

The share grants that vest upon the occurrence of a market condition (i e the TSR performance) and service condition were adjusted to current market price at the date of the grant to reflect the effect of the market condition on the non-vested shares’ value The Company used a Monte Carlo simulation analysis utilising a Geometric Brownian Motion process with 50,000 simulations to value those shares The model takes into account share price volatilities, risk-free rate and other covariance of comparable UK public companies and other market data to predict distribution of relative share performance This is applied to the reward criteria to arrive at expected value of the TSR awards

The share grants that vest only upon the occurrence of a performance condition (i e the SVM grants) and service condition were valued at the fair value of the shares on the date of the grants The SVM grants in the six months ended 30 June 2015 included 24,508 restricted units issued to the non-executive Directors of the Company that vest in three years conditional on their continued participation on the Board of Allied Minds

Accounting charge does not necessarily represent the intended value of share-based payments made to recipients, which are determined by the Remuneration Committee according to established criteria The share-based payment charge for the period or related to the UK LTIP was $1 4 million (HY14: $nil)

b) U.S. Stock Option/Stock Issuance PlanThe U S Stock Option/Stock Issuance Plan (“U S Stock Plan”) was originally adopted by Allied Minds, Inc in 2008 The U S Stock Plan provides for the grant of share option awards, restricted share awards, and other awards to acquire common stock of Allied Minds, Inc (now Allied Minds, LLC) All stock options granted to employees under this plan are equity settled, for a ten-year term In 2014, Allied Minds plc adopted and assumed the rights and obligations of Allied Minds, Inc (now Allied Minds LLC) under this plan except that the obligation to issue Common Stock is replaced with an obligation to issue ordinary shares to satisfy awards granted under the U S Stock Plan


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Notes


4. Share-based payments (continued)A summary of stock option activity in the U S Stock Plan for the six months ended 30 June 2015 and 2014, respectively, is presented in the following table:



Number of options

Weighted averageexercise price

Number of options

Weighted averageexercise price

Outstanding as of 1 January 10,396,496 $2 09 17,505,368 $1 61

Granted during the period – – 1,708,652 $2 49

Exercised during the period (758,150) $1 75 (7,662,424) $1 38

Forfeited during the period – – – –

Outstanding as of period end 9,638,346 $2 12 11,551,496 $1 90

Exercisable at period end 9,638,346 $2 12 11,551,496 $1 90

Intrinsic value of exercisable $61 8 million $6 2 million

The fair value of the stock option grants awarded under the U S Stock Plan was estimated as of the date of grant using a Black-Scholes-Merton option valuation model that uses the following weighted average assumptions for the six months ended 30 June 2015 and 2014, respectively:



Expected option life (in years) – 5 51

Expected stock price volatility – 37 40%

Risk-free interest rate – 1 85%

Expected dividend yield – –

Grant date option fair value – $0 93

Share price at grant date – $2 49

Exercise price – $2 49

As of 19 June 2014, the maximum number of options reserved under the plan were issued and outstanding and fully vested The Company does not intend to make any further grants under the U S Stock Plan

For the six months ended 30 June 2015, employees exercised options to purchase and sold 758,150 shares of the Company stock, resulting in $1 3 million additional share premium for the period

Restricted share awards for 118,800 ordinary shares are outstanding, which were granted under the U S Stock Plan to the non-executive Directors These ordinary shares vest in three equal tranches on each of the first three anniversaries of the Company’s admission to the Main Market of the LSE (“Admission”) provided that the non-executive Director in question is still providing services to the Group on the relevant vesting date


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Notes


5. Share capital, share premium and reservesAs noted in note 4(b), various option holders in the U S Stock Plan exercised their options, resulting in additional share premium of $1 3 million most of which was received by the Company in July 2015 Movements below explain the movements in share capital:

As of the period ended: 30 June 2015(unaudited)

$’000

31 December 2014(audited)

$’000

Equity

Share capital, £0 01 par value, issued and fully paid 215,203,729 and 214,445,579, respectively 3,423 3,411

Share premium 154,762 153,442

Merger reserve 185,544 185,544

Other reserve 31,956 28,753

Translation reserve (73) (61)

Accumulated deficit (139,309) (123,186)

Equity attributable to owners of the Company 236,303 247,903

Non-controlling interests 34,128 31,911

Total equity 270,431 279,814

6. Non-controlling interestsThe following summarises the changes in the non-controlling ownership interest in subsidiaries by reportable segment:

Early stage Commercial ConsolidatedSTT

$’000Other$’000

RFB $’000

Other $’000 $’000

Non-controlling interest as of 31 December 2014 (audited) 41,101 (2,752) (4,064) (2,374) 31,911

New funds into non-controlling interest – 25,182 – – 25,182Share of comprehensive loss (4,258) (2,872) (1,132) (383) (8,645)Effect of change in Company’s ownership interest 446 (14,810) 42 2 (14,320)Non-controlling interest as of

30 June 2015 (unaudited) 37,289 4,748 (5,154) (2,755) 34,128

In April 2015, SciFluor Life Sciences, LLC completed a $30 0 million financing round for 3,136,588 Series A preferred shares, of which $25 2 million came from existing investors of the Group and the remainder was provided by Allied Minds


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Notes


7. Related party transactionsa) Key management personnel compensationFor the six months ended: 30 June 2015

(unaudited)$’000


$’000

Short-term employee benefits 2,394 1,198

Share-based payments 1,708 1,154

Total 4,102 2,352

Compensation of the Group’s key management personnel includes salaries, health care and other non-cash benefits Share-based payments are subject to vesting terms over future periods

b) Key management personnel transactionsFor the six months ended: 30 June 2015

(unaudited)$’000


$’000

Non-executive Directors' fees 147 64

Non-executive Directors' share-based payments 225 295

Total 372 359

Executive management and Directors of the Company control 12 6% (FY14: 12 7%) of the voting shares of the Company as of 30 June 2015

The Group has not engaged in any other transactions with key management personnel

c) Other related party transactions

Condensed Consolidated Statement of Comprehensive LossFor the six months ended: 30 June 2015

(unaudited)$’000


$’000

Purchase of goods

Equity-accounted investee 1,200 692

Condensed Consolidated Statement of Financial PositionAs of the period ended: 30 June 2015

(unaudited)$’000

31 December 2014(audited)

$’000

Purchase of goods outstanding balance

Equity-accounted investee 171 33


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Notes


8. Acquisition of trade and assetsIn April 2015, Optio Labs, Inc acquired substantially all of the assets of Oculis Labs, Inc , the developer and owner of the PrivateEye and Chameleon device screen security software for a total consideration of $500,000, of which $380,000 was due at closing (net of $27,500 advanced by Optio Labs) and $120,000 due one year from the date of closing (net of $55,000 advanced by Optio Labs) plus a royalty consideration equal to 10% of net sales of the PrivateEye and Chameleon products for a period of three years following the date of closing, provided, the deferred cash payment and the royalty consideration are subject to offset against indemnification claims by Optio Labs against Oculis Labs Management performed a valuation analysis of the trade and assets acquired and concluded that they principally relate to acquired equipment, software and other intangibles

9. Subsequent eventsThe Company has evaluated subsequent events through 27 August 2015, which is the date the Condensed Consolidated Interim Financial Statements are available to be issued

Allied-Bristol Life Sciences, LLCIn August 2015, ABLS entered into a license agreement with Yale University with respect to research and intellectual property developed in the laboratory of Dr David Spiegel The proprietary platform, and associated lead molecules known as Antibody-Recruiting Molecules (ARMs), provide a novel approach for the treatment of cancer



Page 37 of 38

The Directors confirm to the best of their knowledge that:

a) the Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34 as adopted by the European Union; and

b) the Interim Management Report includes a fair review of the information required by the FCA’s Disclosure and Transparency Rules (4 2 7R and 4 2 8R)

The Directors of Allied Minds plc and their functions are listed on page 38

By order of the Board

Peter Dolan Christopher Silva Non-Executive Chairman Chief Executive Officer

27 August 2015

Statement of Directors’ Responsibilities


Page 38 of 38

RegistrarCapita Asset ServicesThe Registry34 Beckenham RoadBeckenhamKent BR3 4TUTEL UK: 0871 664 0300TEL Overseas: +44 208 639 3399

SolicitorsDLA Piper UK LLP3 Noble StreetLondon EC2V 7EEUnited KingdomTEL: +44 870 011 1111

Independent AuditorKPMG LLP15 Canada Square London E14 5GLUnited KingdomTEL: +44 207 311 1000

Media and Public RelationsFTI Consulting, Inc.200 AldersgateAldersgate StreetLondon EC1A 4HDUnited KingdomTEL: +44 203 727 1000

Company Registration Number08998697

Registered Office40 Duke’s Place London EC3A 7NH

Websitewww.alliedminds.com

Board of DirectorsPeter Dolan (Non-Executive Chairman)

Chris Silva (Chief Executive Officer)

Mark Pritchard (President)

Rick Davis (Senior Independent Director)

Jeffrey Rohr (Independent Non-Executive Director)

Kevin Sharer (Independent Non-Executive Director)

Company SecretaryMichael Turner

BrokersJefferies International Limited68 Upper Thames StreetLondon EC4V 3BJUnited KingdomTEL: +44 207 029 8000

Numis Securities LimitedThe London Stock Exchange Building Street10 Paternoster SquareLondon EC4M 7LTUnited KingdomTEL: +44 207 260 1000

Directors, Secretary and Advisers to Allied Minds

Desktop Publishing by Capita Asset Services +44 1392 477500 www capitaassetservices com

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